Southwest Gas (SWX) SVP has shares withheld to cover PSU tax

Rhea-AI Filing Summary

Southwest Gas Holdings SVP and Chief Legal/Compensation Officer Catherine M. Mazzeo reported a tax-related share disposition. On February 27, 2026, 543.737 shares of common stock were withheld at an implied price of $80.02 per share to cover taxes on settled performance stock units. After this withholding, she directly held 16,150.152 shares, and an additional 745.839 shares were held indirectly through a 401(k).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mazzeo Catherine M

(Last) (First) (Middle)

8360 S DURANGO DR

(Street)

LAS VEGAS NV 89113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Southwest Gas Holdings, Inc. [ SWX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP/Chief Legal/Comp. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		F		543.737(1)	D	$80.02	16,150.152	D
Common Stock								745.839	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to cover tax on settled Performance Stock Units delivered as a result of satisfaction of performance goals and reported on February 23, 2026.

Remarks:

	Catherine M. Mazzeo	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Southwest Gas (SWX) report for Catherine Mazzeo?

Southwest Gas reported a tax-withholding disposition by SVP and Chief Legal/Compensation Officer Catherine M. Mazzeo. On February 27, 2026, 543.737 common shares were withheld to cover taxes on settled performance stock units, rather than sold in an open-market transaction.

How many Southwest Gas (SWX) shares were withheld for taxes in this Form 4?

A total of 543.737 common shares were withheld to satisfy tax obligations. The implied price was $80.02 per share, and the withholding related to performance stock units that settled after achieving performance goals, as described in the filing footnote.

What is Catherine Mazzeo’s Southwest Gas (SWX) share ownership after the reported transaction?

After the tax-withholding disposition, Catherine Mazzeo directly owned 16,150.152 shares of Southwest Gas common stock. The filing also shows 745.839 shares held indirectly through a 401(k) plan, reflecting her remaining equity stake following the February 27, 2026 transaction.

Was the Southwest Gas (SWX) insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover tax on performance stock units that settled upon meeting performance goals, according to the detailed footnote disclosure in the Form 4.

What type of award triggered the tax withholding in the Southwest Gas (SWX) Form 4?

The withholding related to Performance Stock Units that settled after performance goals were achieved. When these units delivered shares, 543.737 shares were retained to cover associated tax liabilities, as explicitly stated in the Form 4 footnote for the February 27, 2026 event.

How is the indirect ownership in Southwest Gas (SWX) described for Catherine Mazzeo?

The Form 4 shows indirect ownership of 745.839 common shares held “By 401(k).” This means those shares are in a 401(k) retirement plan associated with her, separate from the 16,150.152 shares listed as directly owned after the reported tax-withholding transaction.